Exhibit 99.2
AMENDMENT
THIS AMENDMENT dated as of July 13, 2002 (the "Effective Date") is made
by and between Pfizer Inc. ("PFIZER") and Pharmacia Corporation and X.X. Xxxxxx
LLC (together, "PHARMACIA") (collectively, the "Parties").
WHEREAS, the Parties entered into a certain Global Agreement (Celecoxib
and Second Generation) dated February 18, 1998 as from time to time amended or
supplemented ("Global Agreement");
WHEREAS, PFIZER, Pilsner Acquisition Sub Corp. and PHARMACIA have
entered into an Agreement and Plan of Merger, dated as of July 13, 2002 (the
"Merger Agreement");
WHEREAS, the Parties wish to amend certain sections of the Global
Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. Upon the occurrence of (1) the obligation of PHARMACIA to pay to
PFIZER a Termination Fee (as such term is defined in the Merger Agreement) in
accordance with Section 7.2(b) of the Merger Agreement and (2) the consummation
of the Business Combination (as such term is defined in the Merger Agreement)
that caused the Termination Fee to become due and payable (the "Amendment
Event"), Section 3.2(a) of the Global Agreement will be deleted and replaced
with the following:
"(a) Promptly after the Effective Date PFIZER shall appoint
three (3) representatives and PHARMACIA shall appoint two (2)
representatives to the EMC. PFIZER shall appoint its President of
Pfizer Pharmaceuticals Group, its President of U.S. Pharmaceuticals and
its Senior Vice President of Science and Technology and PHARMACIA shall
appoint its President, Global Prescription Business and its Chief
Scientific Officer as its representatives. PFIZER shall also designate
the chairperson of the EMC, which designation may be changed by PFIZER
at any time. A party may change any of its representatives at any time
if a new person is appointed to any of the foregoing positions by
giving written notice to the other party."
2. Sections 3.3 (Collaboration Steering Committee), 3.4 (Operations
Management Committee), 3.6 (Global Commercialization Committee), 3.8
(Development Committee), 3.10 (Regulatory Committee), 3.12 (Country
Commercialization Committees) contain a sentence addressing the designation of
the chairperson of the respective subcommittees. Upon the occurrence of an
Amendment Event, such sentence in the respective Sections listed in the prior
sentence shall be amended, in each case, as follows: "PFIZER will designate the
chairperson of the [subcommittee name], which designation may be changed by
PFIZER at any time."
3. Upon the occurrence of an Amendment Event, the penultimate sentence
in Section 3.9 (DC Responsibilities) that reads "Based on the recommendations in
each Development Plan, PHARMACIA may elect to have PFIZER, with its consent,
undertake certain development activities" shall be deleted and the following
substituted therefor: "Based on recommendations in each Development Plan, PFIZER
may elect to have PHARMACIA, with its consent, undertake certain development
activities."
4. Except as modified herein, all of the terms and conditions of the
Global Agreement shall remain in full force and effect.
5. Terms and expressions defined in the Global Agreement shall have the
same meaning in this Amendment.
IN WITNESS WHEREOF, the Parties have signed this Amendment as of the
Effective Date.
PFIZER INC.
By: _________________________________
Name: Xxxxx X. XxXxxxxxx, Ph.D.
Title: Chief Executive Officer
PHARMACIA CORPORATION
and
X.X. XXXXXX LLC
By: _________________________________
Name: Xxxx Xxxxxx
Title:
